FINAL TERMS BANCA IMI S.P.A. Up to 55,000 MAX LONG AUTOCALLABLE BARRIER CERTIFICATES on ENEL S.p.A. Share due to

1

18 April, 2016

BANCA IMI S.P.A.

Up to 55,000 MAX LONG AUTOCALLABLE BARRIER CERTIFICATES on ENEL S.p.A.

Share due to 27.05.2019

"Banca IMI S.p.A. Bonus Autocallable Certificates su Azione ENEL S.p.A."

under the Certificates Programme

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Securities. Accordingly any person making or intending to make an offer of the Securities may only do so:

(i) in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or

(ii) in those Public Offer Jurisdictions mentioned in Paragraph 60 of Part A below, provided such person is one of the persons mentioned in Paragraph 60 of Part A below and that such offer is made during the Offer Period specified for such purpose therein.

Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances. The expression Prospectus Directive means Directive 2003/71/EC and amendments thereto.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 21 July 2015 and the supplements to the Base Prospectus dated 19 October 2015 22 January 2016 and 12 February 2016, which together constitute a base prospectus for the purposes of the Prospectus Directive as amended. This document (which for the avoidance of doubt may be issued in respect of more than one series of Securities) constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as supplemented. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus as supplemented. The Base Prospectus and the supplements to the Base Prospectus are available for viewing during normal business hours at the registered office of the Issuer and the specified offices of the Principal Security Agent.

The Base Prospectus and the supplements to the Base Prospectus have been published on the websites of the Irish Stock Exchange ( http://www.ise.ie/Market-Data-Announcements/Debt/Individual-Debt-Instrument-Data/Dept-Security-Documents/?progID=673&uID=4875&FIELDSORT=docId), the Central Bank of Ireland (http://www.centralbank.ie) and the Issuer ( https://www.bancaimi.prodottiequotazioni.com/EN/Legal-Documents).

A summary of the Securities (which comprises the summary in the Base Prospectus as completed to reflect the provisions of these Final Terms) is annexed to these Final Terms. In the case of the Securities admitted to trading on the regulated market of the Irish Stock Exchange, the Final Terms will be published on the website of the Irish Stock Exchange and of the Issuer.

References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms insofar as they relate to such series of Securities, save as where otherwise expressly provided.

2

These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to "Securities" shall be deemed to be references to the relevant Certificates that are the subject of these Final Terms and references to "Securities" and "Security" shall be construed accordingly.

The purchase of Securities involves substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Securities. Before making an investment decision, prospective purchasers of Securities should ensure that they understand the nature of the Securities and the extent of their exposure to risks and that they consider carefully, in the light of their own financial circumstances, financial condition and investment objectives, all the information set forth (or incorporated by reference) in the Base Prospectus (including "Risk Factors" on pages 27 to 53 thereof) and these Final Terms.

No person has been authorised to give any information or make any representation not contained in or not consistent with these Final Terms, or any other information supplied in connection with the Securities and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any other person.

By investing in the Securities each investor represents that:

(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to invest in the Securities and as to whether the investment in the Securities is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer as investment advice or as a recommendation to invest in the Securities, it being understood that information and explanations related to the terms and conditions of the Securities shall not be considered to be investment advice or a recommendation to invest in the Securities. No communication (written or oral) received from the Issuer shall be deemed to be an assurance or guarantee as to the expected results of the investment in the Securities.

(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and the risks of the investment in the Securities. It is also capable of assuming, and assumes, the risks of the investment in the Securities.

(c) Status of Parties. The Issuer is not acting as a fiduciary for or adviser to it in respect of the investment in the Securities.

1. Issuer: Banca IMI S.p.A.

2. Specific provisions for each Series:

Series Number

No. of Securities issued

Issue price per Security Exercise Date

86 Up to 55,000 EUR 1,000 27 May 2019

3. Minimum Exercise Amount: 1 (one) Certificate.

4. Minimum Trading Amount: 1 (one) Certificate.

5. Consolidation: Not applicable.

6. Type of Securities and underlying asset:

(a) The Securities are Certificates. The Securities are Share Securities.

(b) The item to which the Securities relate is Enel S.p.A. share (Bloomberg Code ENEL IM <Equity>,

3

ISIN IT0003128367) (the "Share").

7. Typology: Max Long Autocallable Barrier Certificates.

8. (i) Exercise Date:

(ii) Renouncement Notice Cut-off Time:

The exercise date of the Securities is set out in paragraph 2 under "Specific Provisions for each Series" above.

Equal to the Valuation Date.

9. Settlement Date: The settlement date for the Securities is 27 May 2019.

If, on the Valuation Date a Market Disruption Event occurs, the Settlement Date will be postponed accordingly. Such Settlement Date shall not, in any case, be postponed beyond the tenth Business Day following the last Valuation Date.

10. Delivery Date: The delivery date for the Securities is 26 May 2016.

11. Number of Securities being issued: The number of Securities being issued is set out in paragraph 2 under "Specific Provisions for each Series", above.

12. Issue Date: The issue date is 26 May 2016.

13. Issue Currency: The issue currency is Euro ("EUR").

14. Issue Price: The issue price per Security is set out in paragraph 2 under "Specific Provisions for each Series", above.

15. Business Day Centre(s): The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition 3 is Milan.

16. Reference Source: The reference source in relation to the Underlying is Borsa Italiana S.p.A..

17. Settlement: Settlement will be by way of cash payment ("Cash Settled Securities").

18. Exchange Rate: Not applicable.

19. Settlement Currency: The settlement currency is EUR.

20. Name and address of Calculation Agent:

The Calculation Agent is Banca IMI S.p.A., with its registered office at Largo Mattioli 3, 20121 Milan.

21. Exchange(s): For the purposes of Condition 3 and Condition 14, the

relevant Exchange is Borsa Italiana S.p.A..

22. Exchange(s), Index Sponsor and Designated Multi-Exchange Indices:

Not applicable.

23. Related Exchange(s): For the purpose of Condition 14, the relevant Related Exchange is Borsa Italiana S.p.A. – IDEM (Mercato degli strumenti derivati).

24. Open End Feature: Not applicable.

4

26. Minimum Level: Not applicable.

27. Multiplier: The Multiplier to be applied is equal to the Issue Price divided by the Initial Reference Value.

28. AMF Percentage:

VMF Percentage:

Not applicable.

Not applicable.

29. Strike Price: Not applicable.

30. FX Multiplier: Not applicable.

31. Cash Settlement Amount: Per each Certificate, an amount in the Settlement Currency calculated by the Calculation Agent in accordance with the following formula and rounding the resultant figure to nearest EUR cent, 0.005 EUR being rounded upwards:

A. If the Final Reference Value is higher than, or equal to, the Barrier Level (i.e. the Barrier Event has not occurred):

{Max [Initial Percentage x Initial Reference Value; (Initial Reference Value + Participation Factor x (Final Reference Value – Initial Reference Value))] x Multiplier} x Minimum Exercise Amount.

B. If the Final Reference Value is lower than the Barrier Level (i.e. the Barrier Event has occurred):

(Final Reference Value x Multiplier) x Minimum Exercise Amount.

32. Underlying Reference Currency: The underlying reference currency is EUR.

33. Quanto Option: Not applicable.

34. Determination Dates: 24 May 2016, 25 May 2016 and 26 May 2016.

35. Valuation Dates: 21 May 2019, 22 May 2019 and 23 May 2019.

36. Reference Value: The Reference Value will be calculated on the basis of the Reference Price of the Share resulting from the listing made by the Reference Source on an Exchange Business Day.

37. Intraday Value: Not applicable.

Electronic Page: Not applicable.

38. Initial Reference Value: The Initial Reference Value will be calculated on 26 May 2016 and will be an amount corresponding to the arithmetic mean of the Reference Values of the Underlying, ascertained by the Calculation Agent on the Determination Dates, and determined pursuant to the following formula:

5

"IRV" is the Initial Reference Value of the Underlying, " " is the number of Determination Dates,

" " is the Reference Value of the Underlying as calculated on each Determination Date "t".

Initial Reference Value Determination Period(s):

Not applicable.

39. Final Reference Value: The Final Reference Value will be calculated on 23 May 2019 and will be an amount corresponding to the arithmetic mean of the Reference Values of the Underlying, ascertained by the Calculation Agent on the Valuation Dates, and determined pursuant to the following formula:

Where

"FRV" is the Final Reference Value of the Underlying, " " is the number of Valuation Dates,

" " is the Reference Value of the Underlying as calculated on each Valuation Date " ".

Final Reference Value Determination Period(s):

Not applicable.

40. Initial Percentage: 118.60%.

41. Participation Factor: 100%.

42. Down Participation Factor: Not applicable.

Up Participation Factor: Not applicable.

43. Barrier Level: Applicable. The Barrier Level is equal to 65% of the Initial Reference Value.

The Barrier Event will occur when the Calculation Agent determines that, on the Barrier Event Determination Period, the Final Reference Value is lower than the Barrier Level.

Barrier Event Determination Period: 23 May 2019 .

Air Bag Factor: Not applicable.

Protection Level: Not applicable.

6

Short Protection: Not applicable.

FX Multiplier: Not applicable.

44. Cap Barrier Amount: Not applicable.

45. Cap Level: Not applicable.

Cap Percentage: Not applicable.

Cap Amount: Not applicable.

Cap Style 1: Not applicable.

Cap Style 2: Not applicable.

46. Down Barrier Level: Not applicable.

Pick Up Factor: Not applicable.

Switch Level: Not applicable.

Switch Valuation Period(s): Not applicable.

47. Buffer Percentage: Not applicable.

48. Global Performance: Not applicable.

PROVISIONS RELATING TO DIGITAL AMOUNT(S)

49. Underlying: Not applicable.

Digital Level(s): Not applicable.

Digital Valuation Period(s): Not applicable.

Digital Amount(s): Not applicable.

Digital Payment Date(s): Not applicable.

Digital Combo Feature: Not applicable.

Cliquet Feature: Not applicable.

Range Level Option: Not applicable.

Consolidation Effect: Not applicable.

Consolidation Level: Not applicable.

Consolidation Valuation Period(s): Not applicable.

7

Extra Consolidation Digital Period(s):

Not applicable.

Memory Effect: Not applicable.

Memory Level: Not applicable.

Memory Valuation Period(s): Not applicable.

Digital Knock-out Feature: Not applicable.

Digital Knock-out Event: Not applicable.

Digital Knock-out Level: Not applicable.

Digital Knock-out Valuation Period(s):

Not applicable.

Path Dependency Effect: Not applicable.

Path Dependency Amount: Not applicable.

ADDITIONAL FEATURES

50. Best Of Feature: Not applicable.

51. Worst Of Feature: Not applicable.

52. Rainbow Feature: Not applicable.

53. Restrike Feature: Not applicable.

PROVISIONS RELATING TO AMOUNT(S) OTHER THAN CASH SETTLEMENT AMOUNT AND DIGITAL AMOUNT(S) IN RESPECT OF CERTIFICATES

54. Plus Amount(s): Not applicable.

Plus Payment Date(s): Not applicable.

55. Early Redemption Amounts: Applicable.

The Early Redemption Amount is equal to:

EUR 1,062 in relation to the First Early Redemption Valuation Period; and

EUR 1,124 in relation to the Second Early Redemption Valuation Period.

Underlying(s): Not applicable.

Early Redemption Level: 100% of the Initial Reference Value.

8

Calculation Agent determines that, in an Early Redemption Valuation Period, the Reference Value of the Underlying, is equal to or higher than the Early Redemption Level. In that case, the Securityholders are entitled to receive the payment of the relevant Early Redemption Amount on the relevant Early Payment Date and the Certificates are deemed to be early redeemed.

The Reference Value will be an amount corresponding to the arithmetic mean of the Reference Values of the Underlying, ascertained by the Calculation Agent on an Early Redemption Valuation Period, and determined pursuant to the following formula:

Where

"RV" is the Reference Value of the Underlying,

"

x

" ", is the Reference Value of the Underlying calculated on the Exchange Business Day "j".

Early Redemption Valuation Period(s):

18 May 2017, 19 May 2017 and 22 May 2017 (the "First Early Redemption Valuation Period"); and

18 May 2018, 21 May 2018 and 22 May 2018 (the "Second Early Redemption Valuation Period").

Early Payment Date(s): 26 May 2017 in relation to the First Early Redemption Valuation Period; and

28 May 2018 in relation to the Second Early Redemption Valuation Period.

56. Internal Return Amount: Not applicable.

57. Participation Remuneration Amount: Not applicable.

GENERAL

58. Form of Securities: Temporary Global Security exchangeable for a Permanent Global Security which is exchangeable for Definitive Securities only in the limited circumstances specified in the Permanent Global Security.

DISTRIBUTION

59. Syndication: The Securities will be distributed on a non-syndicated basis.

(i) If syndicated, names and addresses of Managers and

9

(ii) Date of Subscription Agreement:

Not applicable.

(iii) Stabilising Manager (if any):

Not applicable.

If non-syndicated, name and address of Manager (if not the Issuer):

Intesa Sanpaolo Private Banking S.p.A., with registered office at Via Hoepli 10, 20121 Milano, Italy (the “Manager”). Total commission and concession: A commission payable to the Manager equal to 2.40 per cent of

the Issue Price in respect of Securities placed up to an aggregate of 40,000 Securities and in excess determined so that the aggregate commission will be no higher than 3.00 per cent of the Issue Price of the aggregate Securities placed.

60. Non exempt Offer: An offer (the "Offer") of the Securities may be made by the Manager other than pursuant to Article 3(2) of the Prospectus Directive in Italy ("Public Offer Jurisdiction") during the period from 19 April 2016 to and including 23 May 2016 or, in respect of sales by financial advisors authorised to make off-premises offers (consulenti finanziari abilitati all’offerta fuori sede) only, to and including 16 May 2016 or, in respect of sales by means of distance communications techniques only, to and including 9 May 2016 (the offer period, as it may be amended in case of early closure or extension of the Offer, the "Offer Period"), subject as provided in Paragraph 12 of Part B below. The Securities are being offered to the public in Italy pursuant to Articles 17 and 18 of the Prospectus Directive and the implementing provisions in Italy.

The Issuer reserves the right, in its sole discretion, to close the Offer Period early, also in circumstances where purchases of Securities are not yet equal to the maximum amount offered of 55,000 Securities. Notice of the early closure of the Offer period will be given by the Issuer by publication on the website of the Issuer and the Manager. The early closure of the Offer will become effective from the date specified in such notice.

The Issuer reserves the right, in its sole discretion, to revoke or withdraw the Offer and the issue of the Securities at any time prior to the Issue Date. Notice of revocation/withdrawal of the Offer will be given by publication of such notice on the website of the Issuer and the Manager. Revocation/withdrawal of the Offer will be effective upon publication of such notice. Upon revocation/withdrawal of the Offer, all subscription applications will become void and of no effect, without further notice.

The Issuer reserves the right to increase, during the Offer Period, the maximum amount of Securities offered. The Issuer shall forthwith give notice of any such increase by publication of a notice on the website of the Issuer and the Manager.

The Issuer reserves the right to postpone the closure of the Offer, in order to extend the Offer Period. Notice of the postponement of the closure of the Offer Period will be given by the Issuer by publication on the website of the Issuer and the

10

The Issuer will act as lead manager of the placement (Responsabile del Collocamento as defined under article 93-bis of the Legislative Decree of 24 February 1998, n. 58, as subsequently amended (the "Financial Services Act")) but will not act as Manager and, accordingly, will not place any Securities to the public in Italy.

The Issuer and the Manager have agreed under a placement agreement (the "Placement Agreement") the Manager will place the Securities without a firm commitment. The Placement Agreement will be dated on or about 18 April 2016.

ADDITIONAL INFORMATION

(A)Example(s) of complex derivatives

securities: _{Not applicable.}

(B) Additional provisions, not required by the relevant securities note,

relating to the underlying: Not applicable.

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and public offer in the Public Offer Jurisdiction and admission to trading on Irish Stock Exchange of the Securities described herein pursuant to the Certificates Programme of Banca IMI S.p.A..

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: ...

11

PART B – OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING

(i) Listing: Ireland and Republic of Italy.

(ii) Admission to trading: Application has been made for the Securities to be admitted to trading on the regulated market of the Irish Stock Exchange with effect from the Issue Date or a date around the Issue Date.

Application has also been made for the Securities to be listed on Italian Stock Exchange and to admit the Securities described herein for trading on the electronic "Securitised Derivatives Market" (the "SeDeX"), organised and managed by Borsa Italiana S.p.A., with effect from a date after the Issue Date.

Application is expected to be made for the Securities to be admitted to trading on such further or other stock exchanges or regulated markets or other trading venues (including without limitation multilateral trading facilities) in Ireland and Republic of Italy with effect from a date after the Issue Date.

2. NOTIFICATION

The Central Bank has provided inter alia the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Banca IMI S.p.A., the issuer of the Securities, is part of the Intesa Sanpaolo group, to which the Manager belongs, therefore participation relationships of the Manager with the Issuer, either directly or indirectly through the parent company Intesa Sanpaolo, result in a conflict of interest.

The Issuer is expected to enter into hedging arrangements with market counterparties in connection with the issue of the Securities in order to hedge its exposure.

The Issuer will act as Calculation Agent under the Securities. See the risk factor "Potential Conflicts of Interest" at page 49 of the Base Prospectus.

Save as discussed above and save for any fees payable to the Manager referred to in item 59 of Part A above, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the Offer.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus.

(ii) Estimated net proceeds: The net proceeds (net of the commissions referred to in item 59 of Part A above) of the issue of the Securities will be up to EUR 53,680,000 (assuming commissions referred to in item 59 of Part A above will be 2.40 per cent of the Issue Price in respect of all Securities placed).

(iii) Estimated total expenses: The estimated total expenses that can be determined as of the Issue Date are up to EUR 600 consisting of Listing Fees, such expenses excluding certain out-of pocket expenses incurred or to be incurred by or on behalf of the Issuer in connection with the admission to trading of the Securities.

12

5. PERFORMANCE OF THE INDEX, EXPLANATION OF EFFECT ON VALUE OF

INVESTMENT AND ASSOCIATED RISKS Not applicable.

6. PERFORMANCE OF THE SHARES, EXPLANATION OF EFFECT ON VALUE OF

INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE SHARES

The Underlying of the Securities is Enel S.p.A. Shares (ISIN Code IT0003128367).

Enel S.p.A. is a multinational power company and an integrated operator in the electricity and gas sectors, with a special focus on Europe and Latin America. The company is active in the generation and distribution of energy from conventional and renewable sources. It also offers integrated solutions for electricity and gas products.

In respect of the Share, certain historical information (including past performance thereof) may be found on major information providers, such as Bloomberg and Reuters. Information about the Share may also be found at the web site of Borsa Italiana S.p.A. www.borsaitaliana.it.

Where the arithmetic mean of the Reference Values of the Underlying, on each Exchange Business Day of the relevant Early Redemption Valuation Period, is equal to or higher than 100% of the Initial Reference Value, the Certificates are deemed to be early redeemed and the holders of the Securities are entitled to receive, on the relevant Early Payment Date, the Early Redemption Amount, that is equal to EUR 1,062 in relation to the First Early Redemption Valuation Period and equal to EUR 1,124 in relation to the Second Early Redemption Valuation Period.

After an Early Redemption has occurred, no other amount will be due to the investors.

Under the Securities, holders thereof are entitled to receive on the Settlement Date a Cash Settlement Amount, unless the Early Redemption Event has occurred, equal to:

(i) where the Final Reference Value is higher than or equal to 65 per cent of the Initial Reference Value (and a Barrier Event has not occurred), an amount equal to the maximum value between (1) the 118.60% of the Initial Reference Value and (2) the sum between (a) the Initial Reference Value and (b) the product of (i) the Participation Factor (equal to 100 per cent) and (ii) the difference between the Final Reference Value and the Initial Reference Value; multiplied by the Multiplier; and

(ii) where the Final Reference Value is lower than the Barrier Level, equal to 65% of the Initial Reference Value (then a Barrier Event has therefore occurred), an amount linked to the negative performance of the Underlying.

Securityholders and prospective investors in the Securities should therefore be aware and carefully consider that:

 An investment in the Securities will be profitable only assuming that the Final Reference Value will be higher than 65% of the Initial Reference Value;

 the Cash Settlement Amount of the Securities payable on the Settlement Date will be higher than or equal to EUR 1.186 only if no Barrier Event will occur on the Barrier Event Determination Period (i.e. the Final Reference Value will be higher than or equal to the 65% per cent of the Initial Reference Value);

13

 upon occurrence of certain adjustments events, the Issuer, acting in its capacity as Calculation Agent, will be entitled to take certain actions determinations or judgments acting in its sole discretion. All such actions, determinations or judgments may influence the amounts receivable under the Securities.

AN INVESTMENT IN THE SECURITIES ENTAILS SIGNIFICANT RISK. SECURITIES ARE COMPLEX FINANCIAL INSTRUMENTS WHICH MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS.

7. PERFORMANCE OF THE COMMODITY FUTURE CONTRACT, EXPLANATION OF

EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS Not applicable.

8. PERFORMANCE OF THE RATE OF EXCHANGE, EXPLANATION OF EFFECT ON

VALUE OF INVESTMENT AND ASSOCIATED RISKS Not applicable.

9. PERFORMANCE OF THE INTEREST RATE(S), EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS

Not applicable.

10. PERFORMANCE OF THE COMMODITY, EXPLANATION OF EFFECT ON VALUE OF

INVESTMENT AND ASSOCIATED RISKS Not applicable.

11. PERFORMANCE OF THE FUND EXPLANATION OF EFFECT ON VALUE OF

INVESTMENT AND ASSOCIATED RISKS Not applicable.

12. TERMS AND CONDITIONS OF THE OFFER

Offer Price: Issue Price.

Investors should take into consideration that the Offer Price embeds placement commissions payable by the Issuer to the Manager as described in Paragraph 59 of Part A above.

Investors should also take into consideration that when the Securities are sold on the secondary market after the Offer Period, the above mentioned commissions are not taken into consideration in determining the price at which such securities may be sold on the secondary market.

Conditions to which the offer is subject: Offer of the Securities is conditional on their issue and on the release by Borsa Italiana S.p.A. or by other trading venues, before the Issue Date, of the relevant authorisation to the admission to trading of the Securities.

14

The Offer will be open during the Offer Period (as defined in the paragraph 60 of Part A above).

During the Offer Period, prospective investors may subscribe the Securities during normal Italian banking hours at the offices (filiali) of the Manager by filling in, duly executing (also by appropriate attorneys) and delivering a specific acceptance form (the "Acceptance Form") (Scheda di Adesione). The Acceptance Form is available at the Manager’s offices.

In respect of subscription requests collected by the Manager, subscription of the Securities may also be made by means of financial advisors authorised to make off-premises offers(consulenti finanziari abilitati all’offerta fuori sede).

Subscription of the Securities may also be made by means of distance communications techniques.

There is no limit to the subscription application which may be filled in and delivered by the same prospective investor.

The subscription requests can be revoked by the potential investors through a specific request made at the office of the Manager which has received the relevant subscription forms within the last day of the Offer Period (i.e., for avoidance of any doubt, 23 May 2016) as amended in the event of an early closure or an extension of the Offer Period.

Once the revocation terms are expired, the subscription of the Securities is irrevocable.

In addition to what stated above, in respect of subscription of the Securities made by means of financial advisors authorised to make off-premises offers (consulenti finanziari abilitati all’offerta fuori sede) subscription will be effective only after seven days following completion of the subscription form; by this deadline investor is fully entitled, notwithstanding the closure of the Offer Period, at no cost and fees, to revoke its subscription by notice to the Manager and/or the financial promoter.

Finally, in respect of subscription of the Securities made by means of distance communication techniques, subscription will be effective only after 14 days following completion of the subscription form; by this deadline investor classified as Consumer ("Consumatore") pursuant to article

67-15

duodecies of Italian Legislative Decree 206/2005 ("Codice del Consumo"), is fully entitled, at no cost and fees, to revoke its subscription by notice to the relevant Manager.

Details of the minimum and/or maximum amount of application:

The Securities may be subscribed in a minimum lot of no. 1 Security (the "Minimum Exercise Amount") and an integral number of Securities higher than the Minimum Exercise Amount and being an integral multiple of 1.

There is no maximum amount of application within the maximum number of Securities offered of 55,000 Securities.

Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

Not applicable.

Details of the method and time limits for paying up and delivering the Securities:

The total consideration for the Securities subscribed must be made by the investor on the Issue Date to the Manager’s office which has received the relevant subscription form.

The Securities will be delivered on the Issue Date, subsequent to the payment of the Offer Price, to potential Securityholders in the deposit accounts held, directly or indirectly, by the Manager at Euroclear and/or Clearstream.

Manner in and date on which results of the offer are to be made public:

Not later than 5 days on which the TARGET2 System is open following the closing of the Offer Period (as amended in the event of early closure or extension of the Offer), the Issuer will notify the public of the results of the Offer through a notice published on the website of either the Issuer and the Manager.

Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

Not applicable.

Whether tranche(s) have been reserved for certain countries:

The Securities will be offered to the public only in Italy.

Qualified investors, as defined in Article 2 (i) (e) of the Prospectus Directive, are allowed to subscribe any Securities.

Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

The Manager shall notify applicants with amounts allotted.

16

reaching the maximum Number of Securities offered of 55,000 Securities and thereafter Manager will immediately suspend receipt of further subscription applications and the Offer Period will be closed early by the Issuer accordingly to the procedure described in paragraph 60 of Part A above.

Upon the close of the Offer Period, in the event that, notwithstanding the above, the aggregate amount of Securities requested to be subscribed exceed the maximum Number of Securities offered of 55,000 Securities, the Issuer will allot the Securities in accordance with allotment criteria so to assure transparency and equal treatment amongst all potential subscribers thereof.

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

No expenses and duties will be charged by the Issuer to the subscribers of the Securities.

Investors should take into consideration that the Offer Price embeds placement commissions payable by the Issuer to the Manager as described in Paragraph 59 of Part A.

Consent to use of Base Prospectus: Not applicable.

13. DISTRIBUTORS

(i) Name(s) and address(es), to the extent known to the Issuer, of the Distributors in the various countries where the offer takes place:

See paragraph 59 of Part A

(ii) Name and address of the co-ordinator(s) of the global offer and of single parts of the offer:

The Issuer will act as lead manager of the placement (Responsabile del Collocamento as defined under article 93-bis of the Financial Services Act).

(iii) Name and address of any paying agents and depository agents in each country (in addition to the Principal Security Agent):

Not applicable.

(iv) Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements:

See paragraph 59 of Part A

(v) Date of signing of the placement agreement:

See paragraph 60 of Part A

14. POST-ISSUANCE INFORMATION

The Issuer does not intend to provide any post-issuance information in relation to the Underlying and performance thereof and/or the market value from time to time of the Securities and/or any other post-issuance information in relation to the Securities, unless required by applicable law or save as

17

15. OPERATIONAL INFORMATION

(i) ISIN Code: XS1396674688

(ii) Common Code: 139667468

(iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme

and the relevant identification number(s):

Not applicable.

(iv) Names and addresses of initial Security Agents:

BNP Paribas Securities Services, Luxembourg branch

60, avenue J.F. Kennedy Luxembourg

L – 2085 Luxembourg.

16. RESOLUTION

The establishment of the Programme has been duly authorised by a resolution of the Board of Directors of the Issuer dated 10 June 2015. For the issue of any Series of Certificates under the Programme no separate resolution of the Board of Directors of the Issuer is necessary.

18

SUMMARY OF THE SPECIFIC ISSUE Section A – INTRODUCTION AND WARNINGS A.1 This summary should be read as an introduction to the Base Prospectus.

Any decision to invest in the Certificates should be based on consideration of the Base Prospectus as a whole by the investor.

Where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Not Applicable – The Issuer does not consent to the use of the Base Prospectus for subsequent resales.

Section B – ISSUERS AND GUARANTOR

B.1 Legal and

Commerci al Name of

the Issuer

Banca IMI S.p.A..

B.2 Domicile/ Legal Form/ Legislation/ Country of Incorporati on

The Issuer is incorporated as a società per azioni with limited liability under the laws of the Republic of Italy. Its registered office is at Largo Mattioli 3, 20121 Milan, with telephone number +39 02 72611.

B.4b Descriptio

n of trends

Not applicable. There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for its current financial year.

B.5 Descriptio

n of the group of

the Issuer(s)

The Issuer is a company belonging to the Intesa Sanpaolo banking group, of which Intesa Sanpaolo S.p.A. is the parent company.

B.9 Profit

forecast/es timate

Not applicable. No profit forecasts or estimates have been made in the Base Prospectus.

B.10 Qualificati

ons in the audit report

Not applicable. No qualifications are contained in any audit report included in the Base Prospectus.

B.12 Selected historical key informatio n / material adverse change/ significant changes

SELECTED FINANCIAL AND BALANCE SHEET FIGURES RELATING TO THE ISSUER

The audited consolidated balance sheets and income statements as of, and for each of the years ended, 31 December 2013 and 2014 and selected income statement figures and balance sheet figures for the six months ending 30 June 2015 have been extracted without any adjustment from, and are qualified by reference to and should be read in conjunction with, the Issuer's consolidated financial statements in respect of those dates and periods:

Audited Consolidated Balance Sheets for the year ending 31 December 2014 compared with corresponding figures for the year ending 31 December 2013

Assets 31 December 2014 31 December 2013 (EUR thousand)

Cash and cash equivalents 3 2

Financial assets held for trading 61,620,174 55,329,273

Available-for-sale financial assets 8,106,027 6,122,475

Due from banks 53,979,092 54,664,821

Loans to customers 22,440,904 20,364,686

19

Equity investments 12,175 12,208

Property and equipment 1,031 1,218

Intangible assets 327 355 of which: - goodwill - -Tax assets 455,103 610,740 a) current 261,796 414,174 b) deferred 193,307 196,566 Other assets 454,874 403,696 Total Assets 147,393,574 138,061,145

Liabilities and Equity 31

December 2014 31 December 2013 (EUR thousand) Due to banks 53,046,794 44,973,642 Due to customers 11,158,308 12,527,587 Securities issued 21,482,603 28,945,210

Financial liabilities held for trading 56,939,378 47,017,075

Financial liabilities at fair value through profit and loss - - Hedging derivatives 463,170 475,201 Tax liabilities 364,346 429,630 a) current 327,905 395,883 b) deferred 36,441 33,747 Other liabilities 249,266 418,353 Post-employment benefits 9,780 8,569

Provisions for risks and charges 30,489 29,805

a) pensions and similar obligations 12 12 b) other provisions 30,477 29,793

Fair value reserves 49,105 10,497

Reserves 1,550,686 1,534,957

Share premium reserve 581,260 581,260

Share capital 962,464 962,464

Equity attributable to non-controlling interests (+/-)

- -

Profit for the year 505,925 146,895

Total Liabilities and Equity 147,393,574 138,061,145

Audited Consolidated Income Statements for the year ending 31 December 2014 compared with corresponding figures for the year ending 31 December 2013

31 December 2014 31 December 2013 (EUR thousand)

Interest and similar income 1,853,529 2,192,798

Interest and similar expense (1,323,488) (1,631,044)

Net interest income 530,041 561,754

Fee and commission income 477,787 459,034

Fee and commission expense (269,288) (255,533)

Net fee and commission income 208,499 203,501

Dividends and similar income 36,550 94,676

Profits (Losses) on trading 296,232 263,136

Profit (Losses) on hedging 56 7,364

Profits (Losses) on disposal or repurchase of: 224,702 147,013

a) loans and receivables (16,504) 3,944

b) available-for-sale financial assets 359,606 178,197

c) held-to-maturity investments - - d) financial liabilities (118,400) (35,128)

Total income 1,296,080 1,277,444

20

on:

a) loans and receivables (123,807) (239,566)

b) available-for-sale financial assets (628) (3,604)

c) held-to-maturity investments - -

d) other financial assets (803) (25,116)

Net financial income 1,170,842 1,009,158

Net banking and insurance income 1,170,842 1,009,158

Administrative expenses (407,281) (359,982)

a) personnel expenses (140,636) (114,825)

b) other administrative expenses (266,645) (245,157)

Net accruals to provision for risks and charges (3,000) (10,000)

Depreciation and net impairment losses on property and equipment

(451) (319)

Amortisation and net impairment losses on intangible assets

(77) (65)

Other operating income (expenses) 3,340 3,687

Operating expenses (407,469) (366,679)

Net gains on sales of equity investments 14,225 17,839

Impairment of goodwill - (194,070)

Pre-tax profit from continuing operations 777,598 466,248

Income tax expense (271,673) (319,353)

Post-tax profit from continuing operations 505,925 146,895

Profit for the year 505,925 146,895

Profit (loss) attributable to non-controlling interests

- -

Profit attributable to the owners of the parent 505,925 146,895

ConsolidatedIncome Statement Selected Figures for the six months ending 30 June 2015 compared with corresponding figures for the six months ending 30 June 2014

30 June 2015 30 June 2014 Percentage Variation

(EUR milion) (per cent)

Net interest income 289.5 365.1 -20.7%

Total income 909.7 827.3 10.0%

Net financial income 852.9 734.1 16.2%

Operating expenses (237.0) (188.6) 25.6%

Pre-tax profit from continuing operations

619.3 555.5 11.5%

Profit for the period 406.7 352.9 15.3%

ConsolidatedBalance Sheet Selected Figures for the six months ending 30 June 2015 compared with corresponding figures for the year ending 31 December 2014

30 June 2015 31 December

2014

Percentage Variation (EUR milion) (per cent)

Net investments1 26,804.1 27,121.7 -1.2%

Net funding2 36,559.0 31,708.6 15.3%

Asset under management - - n.a.

Financial assets3 70,482.0 69,726.2 1.1%

Total assets 150,151.1 147,393.6 1.9%

Net equity 3,299.7 3,649.4 -9.6%

Share Capital 962.5 962.5 0.0%

Statements of no significant or material adverse change

There has been no significant change in the financial or trading position of the Issuer since 30 June 2015 and there has been no material adverse change in the prospects of the Issuer since 31 December 2014.

1 _{The aggregate amount consists of loans to customers plus financial assets held for trading net of financial liabilities held for}

trading.

2 _{The aggregate amount consists of securities issued plus due to customers plus due to banks net of due from banks.} 3

21

Not applicable. At the date of approval of this Prospectus there are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency.

B.14 Issuer dependent upon other entities within the group

The Issuer is subject to the management and co-ordination of its sole shareholder, Intesa Sanpaolo S.p.A., which is the parent company of the Intesa Sanpaolo banking group, to which the Issuer belongs.

B.15 Descriptio n of the principal activities of the Issuer

The Issuer is a banking institution established under the laws of the Republic of Italy engaged in investment banking activities. The Issuer is the investment banking arm and securities firm of Gruppo Intesa Sanpaolo and it offers a wide range of capital markets, investment banking and special lending services to a diversified client base including banks, companies, institutional investors, entities and public bodies. The Issuer's business is divided into three business divisions: Global Markets, Investment Banking and Structured Finance.

B.16 Control of

Issuer

The Issuer is a wholly-owned direct subsidiary of Intesa Sanpaolo S.p.A., the parent company of the Intesa Sanpaolo banking group. Section C – SECURITIES C.1 Type and class of securities being offered / Security identification number BEARER SECURITIES

Each Security is a Temporary Global Security exchangeable for a Permanent Global Security which is exchangeable for Definitive Securities only in the limited circumstances specified in the Permanent Global Security.

The Securities and any non-contractual obligations arising out of or in connection with the Securities will be governed by, and shall be construed in accordance with, English Law.

The ISIN of the Certificates is XS1396674688.

C.2 Currency Euro ("EUR").

C.5 Restrictions on free transferability

There are restrictions on the offer, sale and transfer of the Securities in the United States and the European Economic Area (including the Republic of Italy, the United Kingdom, the Grand Duchy of Luxembourg, the Portuguese Republic, Germany, France, The Netherlands, Belgium, Spain, Czech Republic, Hungary, Ireland, Poland, Slovak Republic, Croatia, Sweden, Denmark and Slovenian Republic) and Switzerland.

C.8 Description

of rights and ranking

SETTLEMENT AT EXERCISE DATE

Each Certificate entitles its holder to receive from the Issuer on the Settlement Date the Cash Settlement Amount where positive and the Early Redemption Event has not occurred.

EARLY REDEMPTION AMOUNT

Upon the occurrence of the Early Redemption Event, the Certificates will be redeemed before the Exercise Date and the Securityholders will receive from the Issuer, on the Early Payment Date, the Early Redemption Amount, equal to EUR 1,062 in relation to the First Early Redemption Valuation Period and to EUR 1,124 in relation to the Second Early Redemption Valuation Period.

RANKING

The Securities constitute direct, unsubordinated, unconditional and unsecured obligations of the Issuer and, unless provided otherwise by law, rank pari passu among themselves and (save for certain obligations required to be preferred by law) rank equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer from time to time outstanding.

C.11 Trading of

Certificates

Application has been made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the regulated market of the Irish Stock Exchange with effect from the Issue Date or a date around the Issue Date.

Application has also been made by the Issuer (or on its behalf) for the Securities to be listed on the electronic "Securitised Derivatives Market" (the "SeDeX"), organised and managed by Borsa Italiana S.p.A., with effect from a date after the Issue Date.

Application is expected to be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on such further or other stock exchanges or regulated markets or other trading venues (including without limitation multilateral trading facilities) in Ireland and Republic of Italy with effect from a date after the Issue Date.

22

Underlying means, for the purposes of this Series, the Enel S.p.A. Share (Bloomberg Code: ENEL IM <Equity>) (the "Share").

The Certificates are linked to the performance of the Share and their value depends also on the volatility of such Share, the applicable interest rates and the time from the issue date.

C.16 The expiration or maturity date of the derivative securities – the exercise date or final reference date

Each Certificate shall be automatically exercised on the Exercise Date.

Otherwise, they may be redeemed before the Exercise Date upon the occurrence of the Early Redemption Event. The Exercise Date is 27 May 2019.

C.17 Settlement

procedure

The Issuer shall pay or cause to be paid the relevant Cash Amount (if any) for each Certificate by credit or transfer to the Securityholder's account with Euroclear or Clearstream, Luxembourg, as the case may be, for value on the Settlement Date, less any expenses not already paid, such payment to be made in accordance with the rules of Euroclear or Clearstream, Luxembourg, as the case may be.

The Issuer's obligations will be discharged by payment to, or to the order of, Euroclear or Clearstream, Luxembourg (as the case may be) of the amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular amount of the Certificates must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each such payment.

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in any jurisdiction and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

C.18 Description of how the return on derivative securities takes place

EARLY REDEMPTION AMOUNT

The Certificates provide the possibility of an automatic early redemption if an Early Redemption Event has occurred. In particular, if the Reference Value of the Underlying in relation to the First Early Redemption Valuation Period or the Second Early Redemption Valuation Period is higher than or equal to the Early Redemption Level, equal to 100% of the Initial Reference Value, the certificate will be automatically redeemed and the Securityholder will receive on the relevant Early Payment Date the payment of the relevant Early Redemption Amount, equal to EUR 1,062 in relation to the First Early Redemption Valuation Period, or EUR 1,124 in relation to the Second Early Redemption Valuation Period.

****

CASH SETTLEMENT AMOUNT

CALCULATION METHOD IN THE CASE OF POSITIVE AND NEGATIVE PERFORMANCE OF THE UNDERLYING (THE BARRIER EVENT HAS NOT OCCURRED)

The Securityholder will receive on the Settlement Date for each Minimum Exercise Amount payment of the Cash Settlement Amount if positive.

At the Exercise Date the following scenarios may occur:

MAX LONG CERTIFICATES

In relation to such type, the investor will receive a percentage of the invested capital equal to 118.60% with the possibility to participate to the increasing performance of the Underlying depending on the Participation Factor.

CALCULATION METHOD IN THE CASE OF NEGATIVE PERFORMANCE OF THE UNDERLYING (THE BARRIER EVENT HAS OCCURRED)

The Barrier Event will occur if on the Valuation Date, the Final Reference Value of the Share is lower than the Barrier Level.

23

MAX LONG CERTIFICATES

In relation to Max Long Certificates, if a Barrier Event has occurred, the Cash Settlement Amount will be calculated as follows:

In such case, the investor will receive on the Settlement Date an amount linked to the performance of the Underlying (i.e. the investment in the Certificate is a direct investment in the Underlying) and therefore might be exposed to the total or partial loss of the capital invested.

C.19 Exercise

price or final reference price of the underlying

The exercise price of the Underlying will be determined on the basis of its Final Reference Value.

The Final Reference Value will be calculated on 23 May 2019 and will be an amount equal to the arithmetic mean of the Reference Values ascertained by the Calculation Agent on the Valuation Dates (21 May 2019, 22 May 2019 and 23 May 2019) and determined pursuant to the following formula:

Where

"FRV" is the Final Reference Value of the Underlying, "

x

" " is the Reference Value of the Underlying as calculated on each Valuation Date "j".

The Initial Reference Value will be calculated on 26 May 2016 and will be an amount equal to the arithmetic mean of the Reference Values ascertained by the Calculation Agent on the Determination Dates (24 May 2016, 25 May 2016, and 26 May 2016) and determined pursuant to the following formula:

Where

"IRV" is the Initial Reference Value of the Underlying, "

x

, is the Reference Value of the Underlying calculated on each Determination Date "t".

C.20 Type of underlying and where the information on it can be found

The Underlying is the Enel S.p.A. Share (Bloomberg Code: ENEL IM <Equity>).

In respect of the Shares, certain historical information (including past performance thereof) may be found on major information providers, such as Bloomberg and Reuters. Information about the Shares may be found at the web site of Borsa Italiana S.p.A. www.borsaitaliana.it.

Section D – RISKS

D.2 Key risks

specific to the Issuer

There are certain factors that may affect each Issuer's ability to fulfil its obligations under the Certificates issued under the Programme. These include the following risk factors:

(i) Banca IMI’s business may be adversely affected by international markets and economic conditions;

(ii) Disruptions and volatility in the global and Euro-zone financial markets may adversely impact Banca IMI’s business;

(iii) Negative economic developments and conditions in the markets in which Banca IMI operates may adversely affect Banca IMI’s business and results of operations;

(iv) Banca IMI’s business is sensitive to current adverse macroeconomic conditions in Italy; (v) Banca IMI’s business is exposed to counterparty credit risk;

(vi) Deterioration in Banca IMI’s loan portfolio to corporate customers may affect Banca IMI's financial performance; (vii) Banca IMI’s business is exposed to settlement risk and transfer risk;

(viii) Banca IMI’s business is exposed to market risk; (ix) Banca IMI’s business is exposed to operational risks; (x) Banca IMI’s business is exposed to liquidity risk; (xi) Legal risks;

(xii) Risks arising from assumptions and methodologies for assessing financial assets and liabilities measured at fair value;

24

(xiii) Banca IMI’s business is exposed to increasing competition in the financial services industry; (xiv) Banca IMI's business is exposed to risks arising from the loss of key personnel;

(xv) Banca IMI’s framework for managing its risks may not be effective in mitigating risks and losses; (xvi) Banca IMI’s business is exposed to Reputational Risk;

(xvii) Regulatory claims may arise in the conduct of the Banca IMI's business;

(xviii) Banca IMI operates within a highly regulated industry and its business and results are affected by the regulations to which it is subject including the Banking Resolution and Recovery Directive;

(xix) Banca IMI’s business performance could be affected if its capital adequacy ratios are reduced or perceived to be inadequate;

(xx) Banca IMI’s business is exposed to risk of changes in tax legislation as well as to increases in tax rates;

(xxi) Banca IMI’s business is exposed to risks associated with a reduction in the support actions for the banking and financial system; and

(xxii) Banca IMI’s business is exposed to risk related to transactions in financial derivatives;

D.6 Key risks

specific to the securities

An investment in relatively complex securities such as the Certificates involves a greater degree of risk than investing in less complex securities. In some cases, investors may stand to lose the value of part of their investment. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Securities issued under the Programme. In particular:

(i) The Certificates may not be a suitable investment for all investors

Certificates are complex financial instruments. A potential investor should not invest in Certificates which are complex financial instruments unless it has the expertise to evaluate how the Certificates will perform under changing conditions, the resulting effects on the value of the Certificates and the impact that this investment will have on the potential investor's overall investment portfolio.

(ii) Option Risk

The Certificates are derivative financial instruments which may include an option right. Transactions in options involve a high level of risk.

• Risks related to the structure of the Certificates

(i ) General risks and risks relating to the underlying asset or basis of reference

The Securities involve a high degree of risk, which may include, among others, interest rate, foreign exchange, time value and political risks. Purchasers should be prepared to sustain a partial loss of the purchase price of their Securities.

(ii) Certain Factors Affecting the Value and Trading Price of Securities

The Cash Settlement Amount at any time prior to the expiration is typically expected to be less than the trading price of the Securities at that time. The difference between the trading price and the Cash Settlement Amount will reflect, among other things, a "time value" for the Securities. The "time value" of the Securities will depend partly upon the length of the period left until they expire and the expectations concerning the value of the underlying asset. Securities offer hedging and investment diversification opportunities but also pose some additional risks with regard to interim value. The interim value of the Securities varies with the price of the underlying asset, as well as a number of other interrelated factors.

(iii) Certain Considerations Regarding Hedging

Prospective purchasers intending to purchase Securities to hedge against the market risk associated with investing in the underlying asset, should recognise the complexities of utilising Securities in this manner.

(iv) Certain Considerations Associated with Share Securities

In the case of Securities relating to a share (or basket of shares), no issuer of such shares will have participated in the preparation of the relevant Final Terms or in establishing the terms of the Securities and neither the Issuer nor any Manager will make any investigation or enquiry in connection with such offering with respect to any information concerning any such issuer of shares contained in such Final Terms or in the documents from which such information was extracted. Consequently, there can be no assurance that all events occurring prior to the relevant issue date that would affect the trading price of the shares will have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning such an issuer of shares could affect the trading price of the shares and therefore the trading price of the Securities. Securityholders will not have voting rights or rights to receive dividends or distributions or any other rights with respect to the relevant shares to which such Securities relate.

(v) Loss risk in relation to the investment

The investor shall consider that, in relation to their investment, there is a risk of loss of the capital invested depending on the performance of the underlying asset. In particular, if a Barrier Level is applicable, the investor shall consider that, upon occurrence of a Barrier Event, a loss may occur in respect of the capital invested. For the purposes of this Series, the Barrier Level is equal to 65% of the Initial Reference Value.

(vi) Price Risk and components that determine the value of the Certificates

The Certificates are composed of a combination of several options and the Securityholder shall take into account that the value of the Certificates will depend on the value of each option composing the certificate. The fluctuation over the time of the value of each optional components mostly depends on the current value of the underlying asset to which the Certificates relate, the volatility of the underlying asset, the residual life of the options composing the Certificates, the